UNITED STATES OF AMERICA

Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 89873 / September 15, 2020

ADMINISTRATIVE PROCEEDING
File No. 3-20002

:
:
:
In the Matter of : ORDER INSTITUTING ADMINISTRATIVE
: PROCEEDINGS PURSUANT TO RULE
ALAN FRAADE, : 102(e) OF THE COMMISSION’S RULES OF
: PRACTICE, MAKING FINDINGS, AND
Respondent. : IMPOSING REMEDIAL SANCTIONS
:
:
____________________________________ :

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the
public interest that public administrative proceedings be, and hereby are, instituted against Alan
Fraade (“Respondent” or “Fraade”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of
Practice.1

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the
purpose of these proceedings and any other proceedings brought by or on behalf of the
Commission, or to which the Commission is a party, and without admitting or denying the findings
herein, except as to the Commission’s jurisdiction over him and the subject matter of these

1
Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without preliminary hearing, may, by order, . . .
suspend from appearing or practicing before it any attorney . . . who has been by name (A) [p]ermanently enjoined
by any court of competent jurisdiction, by reason of his or her misconduct in an action brought by the Commission,
from violating or aiding and abetting the violation of any provision of the Federal securities laws or of the rules and
regulations thereunder; or (B) [f]ound by any court of competent jurisdiction in an action brought by the
Commission to which he or she is a party … to have violated (unless the violation was found not to have been
willful) or aided and abetted the violation of any provision of the Federal securities laws or of the rules and
regulations thereunder.
proceedings, and the findings contained in Section III.2 below, which are admitted, Respondent
consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e)
of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions
(“Order”), as set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

1. Fraade, age 69, resides in New Rochelle, NY. Fraade was a member of the New
York State Bar. Fraade provided advice to individuals and entities regarding compliance with the
federal securities laws. Fraade has never held any securities licenses and is not registered with the
Commission in any capacity.

2. On June 27, 2019, the Commission filed a complaint against Fraade in SEC v.
Sargent et al. (Civil Action No. 19-CV-11416-WGY), in the United States District Court for the
District of Massachusetts. On September 14, 2020, the court entered an order permanently
enjoining Fraade by consent, from future violations of Sections 5(a), 5(c) and 17(a) of the Securities
Act of 1933, and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.

3. The Commission’s complaint alleged, among other things, that Fraade participated
in a fraudulent and deceptive scheme to disguise public sales by corporate affiliates that should have
been registered with the Commission. Specifically, Fraade provided opinion letters to corporate
affiliates that they required in order to deposit their shares for sale with broker-dealers. The
Complaint alleges that those opinion letters falsely claimed that the shares the affiliates acquired
were “free trading” shares that could be sold to the public without restriction.

IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to
impose the sanction agreed to in Respondent Fraade’s Offer.

Accordingly, it is hereby ORDERED pursuant to Rule 102(e)(3)(i) of the Commission’s

Rules of Practice, effective immediately, that:

Fraade is suspended from appearing or practicing before the Commission as an attorney.

By the Commission.

Vanessa A. Countryman
Secretary